AMENDMENT 2
Exhibit 10.61
CONFIDENTIAL TREATMENT REQUESTED. *********** INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
AMD_00292
Client Code/Reference No: WFNIA/CA
AMENDMENT 2
Date of Amendment: November 19, 2010
AMENDMENT to the Index License Agreement for Funds (the “Agreement”), dated as of March 18, 2000, by and between MSCI Inc. (“MSCI”), a Delaware corporation, and Barclays Global Investors, N.A. (“Licensee”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed in the Agreement.
| 1. | Exhibit B is hereby amended to allow the Funds to be additionally listed and traded on the Chilean domiciled stock or securities exchanges (herein referred to as the “Chilean Listed Funds”). All Listed Funds must be issued, sold and traded on a public basis in accordance with the applicable Chilean securities law. All other terms and restrictions contained in Exhibit B shall apply to the Chilean Listed Funds. Notwithstanding anything to the contrary in Exhibit A, the Chilean Listed Funds may only be based on the following Indexes: |
| *********** | *********** | |
| *********** | *********** | |
| *********** | *********** | |
| *********** | MSCI Germany Index | |
| *********** | MSCI Hong Kong Index | |
| *********** | *********** | |
| *********** | *********** | |
| *********** | MSCI Israel Capped Investable Market Index | |
| *********** | *********** | |
| *********** | MSCI Japan Index | |
| MSCI All Country Asia ex Japan Index | *********** | |
| *********** | MSCI Mexico Investable Market Index | |
| *********** | *********** | |
| MSCI All Peru Capped Index | MSCI New Zealand Investable Market Index | |
| MSCI Australia Index | MSCI Pacific ex-Japan Index | |
| *********** | MSCI Philippines Investable Market Index | |
| *********** | *********** | |
| MSCI Brazil Index | MSCI Russia Capped Index | |
| MSCI Brazil Small Cap Index | MSCI Singapore Index | |
| MSCI BRIC Index | MSCI South Africa Index | |
| MSCI Canada Index | MSCI South Korea Index | |
| MSCI Chile Investable Market Index | *********** | |
| MSCI China Small Cap Index | *********** | |
| MSCI EAFE Index | *********** | |
| *********** | MSCI Taiwan Index | |
| MSCI Emerging Markets Eastern Europe Index | *********** | |
| *********** | *********** | |
| MSCI Emerging Markets Index | MSCI United Kingdom Index | |
| *********** | *********** | |
| MSCI EMU Index |
For the avoidance of doubt, the license fees set forth in the Agreement as amended, shall apply with respect to all Chilean Listed Funds. For clarity, there shall be no separate licensee fees for the Chilean Listed Funds but any additional assets from the Chilean Listed Funds shall be included in the average daily net assets of the applicable Funds for purposed of calculating license fees.
| 2. | Exhibit B is hereby further amended to allow the Funds to be additionally listed and traded on the Mexican domiciled stock or securities exchanges (herein referred to as the “Mexican Listed Funds”). All Listed Funds must be issued, sold and traded on a public basis in accordance with the applicable Mexican securities law. All other terms and restrictions contained in Exhibit B shall apply to the Mexican Listed Funds. Notwithstanding anything to the contrary In Exhibit A, the Mexican Listed Funds may only be based on the following Indexes: |
| MSCI ACWI ex US Consumer Discretionary Sector Index | MSCI EMU Index | |
| MSCI ACWI ex US Consumer Staples Sector Index | MSCI France Index | |
| MSCI ACWI ex US Energy Sector Index | MSCI Germany Index | |
| MSCI ACWI ex US Financials Index | MSCI Hong Kong Index | |
| MSCI ACWI ex US Health Care Sector Index | MSCI Indonesia Investable Market Index | |
| MSCI ACWI ex US Index | MSCI Ireland Capped Investable Market Index | |
| MSCI ACWI ex US Industrials Sector Index | MSCI Israel Capped Investable Market Index | |
| MSCI ACWI ex US Information Technology Sector Index | MSCI Italy Index | |
| MSCI ACWI ex US Materials Sector Index | *********** | |
| MSCI ACWI ex US Telecommunication Services Sector Index | MSCI Japan Small Cap Index | |
| MSCI ACWI ex US Utilities Sector Index | MSCI Kokusai Index | |
| MSCI ACWI Index | MSCI Malaysia Index | |
| MSCI All Country Asia ex Japan Index | MSCI Netherlands Investable Market Index | |
| MSCI All Peru Capped Index | MSCI New Zealand Investable Market Index | |
| MSCI Australia Index | *********** | |
| MSCI Austria Investable Market Index | MSCI Philippines Investable Index | |
| MSCI Belgium Investable Market Index | MSCI Poland Investable Market Index | |
| *********** | MSCI Russia Cap Index | |
| MSCI Brazil Small Cap Index | MSCI Singapore Index | |
| MSCI BRIC Index | MSCI South Africa Index | |
| MSCI Canada Index | MSCI South Korea Index | |
| MSCI Chile Investable Market Index | MSCI Spain Index | |
| MSCI China Small Cap Index | MSCI Sweden Index | |
| MSCI EAFE Growth Index | MSCI Switzerland Index | |
| MSCI EAFE Index | *********** | |
| MSCI EAFE Small Cap Index | MSCI Thailand Investable Market Index | |
| MSCI EAFE Value Index | MSCI Turkey Investable Market Index | |
| *********** | MSCI United Kingdom Index | |
| *********** | *********** |
For the avoidance of doubt, the license fees set forth in the Agreement as amended, shall apply with respect to all Mexican Listed Funds. For clarity, there shall be no separate licensee fees for the Mexican Listed Funds but any additional assets from the Mexican Listed Funds shall be included in the average daily net assets of the applicable Funds for purposed of calculating license fees.
| 3. | This Amendment is intended to amend and operate in conjunction with the Agreement and together this Amendments and the Agreement constitute the complete and exclusive statement of the agreement between the parties and supersede in full all prior proposals and understandings, oral or written, relating to the subject matter hereof. To the extent that any terms of this Amendment conflict with any terms of this Agreement, the terms of this Amendment shall control. No right or license of any kind is granted to Licensee expect as expressly provided in the Agreement and this Amendment. |
| 4. | This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflict or choice of law principles. |
| LICENSEE | MSCI INC. | |||||||
| By | /s/ Timothy M. Meyer | By | /s/ Paul E. Friedman | |||||
| Name | Timothy M. Meyer | Name | Paul E. Friedman | |||||
| (printed) | (printed) | |||||||
| Title | M. Director | Title | Executive Director | |||||
| Date | December 1, 2010 | Date | December 10, 2010 | |||||
| By | /s/ Mathew R. Lewis | |||||||
| Name | Matthew R. Lewis | |||||||
| (printed) | ||||||||
| Title | Director | |||||||
| Date | December 1, 2010 | |||||||
